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2004 Annual Report
In 2004, we expanded our brand selection to better
serve a variety of ages and interests. New brands
include apt. 9 in both mens and misses and
Urban Pipeline for young men.
Financial Highlights


                                     2004            2003*
                                                                up 13.8%
NET SALES
                                 $ 11,701        $10,282
(In millions of dollars)



                                                                up 22.8%
OPERATING INCOME
                                 $ 1,237         $ 1,007
(In millions of dollars)



PERCENT OF SALES                      10.6%            9.8%

                                                                up 25.7%
NET INCOME
                                 $     730       $    581
(In millions of dollars)



PERCENT OF SALES                        6.2%           5.6%


                                                                up 25.6%
CASH PROVIDED BY
OPERATING ACTIVITIES
                                 $     948       $    754
(In millions of dollars)


* Restated




Profile                                                                    CONTENTS
                                                                           Letter to Shareholders               2
Kohl’s mission is to be the leading family-focused, value-oriented,
                                                                           expect great things: Customers       4
specialty department store offering quality exclusive and national
                                                                           expect great things: Partners        8
brand merchandise to the customer in an environment that is
                                                                           expect great things: Shareholders    9
convenient, friendly and exciting.
                                                                           expect great things: Associates     10
                                                                           expect great things: Communities    11
Kohl’s operates from coast to coast. At the end of fiscal 2004, we
                                                                           Financial Summary                   12
served customers in 40 states through 637 stores and Kohls.com.
                                                                           Corporate Information               13
In fiscal 2005, we plan to open approximately 95 stores.
                                                                                                                    1
Dear Shareholders                                                    enable shoppers to quickly find what they need. We expanded
                                                                         our merchandise offerings to appeal to a broader range of
                                                                         customers and introduced new merchandise into our stores
                                                                         more frequently. Seven new exclusive, private or national brands
                                                                         were added in 2004, with more on the horizon in 2005.

                                                                         MERCHANDISE STRATEGIES A major initiative in 2004 was
                                                                         the introduction of exclusive brands that can only be found at
                                                                         Kohl’s. We introduced daisy fuentes for misses and everGirl for
                                                                         young girls in 2004, and the Oh Baby! by Motherhood maternity
                                                                         collection became exclusive to Kohl’s in early 2005. Through our
                                                                         strategic alliance with The Estée Lauder Companies Inc., we
                                                                         added a major category we didn’t previously offer – cosmetics.
                                                                         Our exclusive beauty products were introduced in 288 stores in
                                                                         2004 and will be rolled-out to our remaining stores in 2005.
    Larry Montgomery, Arlene Meier and Kevin Mansell
                                                                         In the fall of 2005, Kohl’s will become the exclusive retailer for
                                                                         Candie’s apparel in juniors and young girls. More exclusive lines
    2004 GOALS 2004 was a year in which we made considerable
                                                                         are planned for 2005, including The Backyardigans, a new
    progress toward advancing our financial and business objectives.
                                                                         toddler line based on Nickelodeon’s hottest new show.
    Our financial goals for 2004 were to return to positive comparable
                                                                         We expanded our selection of national brands by introducing
    store sales increases, restore the gross margin to historic levels
                                                                         Laura Ashley Lifestyles and Gloria Vanderbilt for the home, and
    and appropriately manage expenses, while making the investments
                                                                         Bongo for juniors in 2004. In early 2005, we added Chaps in
    needed to support our expansion. Achieving these objectives
                                                                         both casual and dress in mens, which we believe will offer a
    would return us to earnings increases of 20% per year.
                                                                         tremendous opportunity to increase our market share in the
    Here’s how we did. We achieved record sales for our thirteenth       men’s business. Other new national brands in 2005 include
    consecutive year as a public company. Net sales were $11.7           ROYAL VELVET in home.
    billion, a 14% increase. Comparable store sales were up 0.3%.
                                                                         We increased our private brand offerings in 2004 with the
    Net income increased 26% to a record $730.4 million or $2.12
                                                                         introduction of Urban Pipeline for young men. We introduced
    per diluted share. Our sales per square foot remains among the
                                                                         apt. 9 in both mens and misses to appeal to customers seeking
    highest in the industry and our operating margin of 10.6% is
                                                                         today’s contemporary fashions and will extend the brand further
    one of the highest in the department store business.
                                                                         in 2005.
    While we are pleased with our progress, we know we can
                                                                         We will continue our focus on developing new exclusive and
    do better.
                                                                         private brands that add excitement and variety to our stores, as
    2004 ACHIEVEMENTS We made excellent progress in 2004                 well as adding national brands our customers know and trust.
    in enhancing the customer shopping experience. We reduced
    overall inventory levels, increased inventory turns and improved     CAPITAL INVESTMENTS In 2004, we invested $890 million
    our processes, enabling us to increase profitability by reducing     in capital projects to expand our presence, remodel existing
    the amount of merchandise sold on clearance.                         stores, support our future growth and enhance productivity.

                                                                         We added 95 stores in 2004, increasing our store base from 542
    We adjusted the number and placement of fixtures to make it
                                                                         to 637 stores. California became our largest state with 62 stores,
    easier for customers to navigate the store. New, visually strong
                                                                         as we entered five new markets: San Francisco, Sacramento, San
    graphics were added to better highlight our various brands and


2
Diego, Fresno and Bakersfield. Other new markets in 2004 included         The key to expect great things is our people. We strengthened our
Salt Lake City, Utah; Memphis, Tennessee; and Rochester, New York.        executive team in 2004 by increasing the number of senior level positions
We also continued to open additional stores in established markets.       in merchandising, planning and allocation and product development
                                                                          to help us improve our merchandise content and set Kohl’s apart
In 2005, we will open approximately 95 new stores, increasing             from the competition. Some of the positions were filled by outside
square footage by 15%. Kohl’s will enter the state of Florida with        hires, while others were filled through internal promotions.
stores opening in Orlando and Jacksonville in the fall. Consistent
                                                                          We welcomed over 15,000 new Associates to Kohl’s in 2004. We
with our expansion in other regions, we will open a new distribution
                                                                          are committed to attracting and retaining the best talent in retail.
center in Macon, Georgia, to support our growth in the Southeast.
                                                                          Our Associates are an outstanding team that did a great job of helping
We will also continue to expand our presence in our existing markets
                                                                          to restore the attributes that make Kohl’s special to our customers.
in order to increase market share.

                                                                          We remain committed to managing our business both ethically and
Our capital structure is well positioned to continue to support our
                                                                          responsibly and to representing the best interest of our shareholders
expansion plans. Capital expenditures in 2004 were funded entirely
                                                                          through good corporate governance. After thorough review by its
through internally generated cash and we expect to fund our future
                                                                          Governance and Nominating Committee, the Board of Directors believes
expansion in the same manner.
                                                                          Kohl’s is in full compliance with all applicable corporate governance
DIFFERENTIATING KOHL’S In 2004, we continued to build the                 rules of the Securities and Exchange Commission (SEC) and the New
Kohl’s brand to maximize our customer base and attract new                York Stock Exchange (NYSE). Accordingly, in 2004, Kohl’s provided
customers. The foundation for our success is our well-established         the NYSE with an unqualified Annual CEO Certification of compliance,
concept of brands, value and convenience. We are focused on our           and has filed with the SEC, as an exhibit to our Annual Reports on Form
core customer – a busy mom shopping for herself, her home and             10-K for fiscal years 2003 and 2004, the Sarbanes-Oxley Act Section 302
her family. We offer the national brands she wants, along with            certification regarding the quality of the company’s public disclosure.
strong private brands. Our new exclusive brands further differentiate
                                                                          2005 AND BEYOND Our accomplishments in 2004 have set the
Kohl’s in the marketplace.
                                                                          stage to deliver a great 2005. We look ahead to 2005 as a year to
One of our biggest competitive advantages is convenience. From our        return to mid-single digit comparable store sales increases through
commitment to being in-stock in a broad variety of merchandise            the infusion of new, innovative merchandise and marketing
categories to our neighborhood locations with easy in-out parking,        enhancements that revolve around the promise of expect great
wide aisles, quick checkout and hassle-free returns, the Kohl’s concept   things. We will continue our commitment to 20% earnings growth
is designed with our core customer in mind. Our strong credit card        and to providing brands, value and convenience to our customers.
loyalty program, values every day throughout the store and friendly       We’ll use our financial strength to continue our steady expansion
Associates further enhance the Kohl’s shopping experience.                into both new and existing markets and to improve our processes
                                                                          and productivity.
EXPECT GREAT THINGS In 2005, we will begin moving Kohl’s
to the next level as a company. Our new positioning statement,            We want to thank all of our Associates across the country for
expect great things, is a commitment to our customers, our                helping Kohl’s to get back on track in 2004. We remain
Associates, our business partners and our shareholders. We want           committed to all of our Associates, our customers, our partners,
to provide a great shopping experience for our customers, with            our shareholders and our communities. We believe our future has
the best possible brands, prices and selections in the nation. Our        never been brighter. You can expect great things from Kohl’s.
Associates should expect a work environment that inspires, supports
and rewards them. Our business partners will truly be partners and,
together, we will create the best products in the marketplace.
Finally, we will be prudent stewards of our shareholders’ investment
                                                                                                                       Arlene Meier
                                                                                                    Kevin Mansell
                                                                          Larry Montgomery
in the company.                                                                                                        Chief Operating Officer
                                                                                                    President
                                                                          Chairman and
                                                                          Chief Executive Officer

                                                                                                                                                  3
In 2005, the signature look of Chaps casual clothes
    debuted in the men’s department. Kohl’s own Sonoma
    brand complements our brand-name merchandise
    throughout the store.




4
Expect Great Things: Customers
TO OUR CUSTOMER: expect great things means a                      This new category
                                                                  provides value and
great shopping experience. We’re dedicated to providing
                                                                  convenience for
our customers with the best selection of brands, at the
                                                                  customers who
best value – all in one easy trip.
                                                                  want to add
In 2004, we focused on bringing newness into our                  high-quality beauty
stores – new styles, new brands and new merchandising             items to their Kohl’s
initiatives – to further differentiate us from the competition.   shopping cart. Our
We made Kohl’s an easier place to shop, with an increased         beauty department is bright and cheerful, with open-sell
emphasis on fashion. Our successful combination of national,      product displays filled with over 400 shades of makeup and
private and exclusive brands gives our current customers a        skin care products for every complexion type. A trained
wider spectrum of styles to choose from and encourages            beauty Associate is available to provide expert advice and
new customers to see what all the excitement is about.            customers are invited to “try before they buy.”

EXPECT GREAT BRANDS In 2004, we added exclusive                   For misses, our exclusive new fashion line by Daisy Fuentes,
brands for the first time. New national and private brands        a popular fashion model and TV personality, showcases
broadened our fashion appeal with increased emphasis on           everyday style solutions in contemporary designs, colors and
the total lifestyle concept of how our customers live, work       fabrics priced to appeal to Kohl’s core customer. The
and play.                                                         exciting daisy fuentes line went from 188 stores to all
                                                                  stores in October 2004. In 2005, the line will be extended to
Our exciting alliance with The Estée Lauder Companies
                                                                  accessories, loungewear, shoes and special sizes. For young
Inc. brought beauty into our stores for the first time with
                                                                  girls and their parents, everGirl, a new lifestyle brand created
three new, exclusive brands of makeup and skin care
                                                                  by Nickelodeon, offers another great option for the newest
products – American Beauty, Flirt! and good skin.
                                                                  trends in clothing and accessories.

                                                                  We further expanded our private brand selection with
                                                                  Urban Pipeline for young men. Our newest private brand,
                                                                  apt. 9, was introduced in both mens and misses and quickly
                                                                  became a strong performer. In 2005, we will extend apt. 9
                                                                  into special sizes, as well as into swimwear, sleepwear,
                                                                  jewelry and accessories for women. In mens, we will add
                                                                  apt. 9 in sportswear, outerwear, dress shirts, ties and dress slacks.

                                                                  In national brands, we added Bongo for juniors, and will
                                                                  extend it into girls in 2005, to broaden our customer base
                                                                  and better serve a variety of ages and interests. The Laura
                                                                  Ashley Lifestyles and Gloria Vanderbilt brands arrived in our
                                                                  bath and bedding department in 2004, with initial
                                                                  merchandise including comforter sets, sheets, bath towels
                                                                  and bath rugs. We also added ROYAL VELVET towels and
                                                                  accessories to our extensive bath offerings in 2005.




                                                                                                                                          5
The exciting addition of new exclusive brands, such as
    daisy fuentes in misses and national brands including
    classic Chaps dress clothes in mens, broadens our
    appeal to fashion conscious customers.




6
Expect Great Things: Customers
MORE GREAT BRANDS IN 2005 More exciting brands                    will be the exclusive
                                                                  retailer for Candie’s
are debuting in Kohl’s stores in 2005. To address the fashion
                                                                  footwear and
demands of today’s male shopper, we introduced Chaps in
                                                                  handbags. Building
all stores at the beginning of the year. The signature look
                                                                  on the success of
of Chaps is uniquely American and its classic styling, like its
                                                                  the everGirl brand
popularity, is timeless. We currently offer Chaps woven and
                                                                  by Nickelodeon,
knit tops, casual and dress pants, dress shirts, suits, sport
                                                                  we will introduce
coats and ties.
                                                                  The Backyardigans line for toddlers in 2005. Based on
Moms-to-be now have another great reason to shop at Kohl’s.       Nickelodeon’s hottest new show, the line will include
The bold, bright and beautiful Oh Baby! by Motherhood             playwear, tees and sleepwear, all exclusive to Kohl’s.
collection also rolled into Kohl’s stores in early 2005.
                                                                  EXPECT A GREAT IN-STORE EXPERIENCE Brands,
Exclusive to Kohl’s, this collection from the world’s leading
                                                                  value and convenience define the Kohl’s shopping experience.
designer and retailer of maternity wear features a
                                                                  In 2004, we focused on making our stores easier to shop.
contemporary assortment of sportswear, intimate apparel
                                                                  We reduced in-aisle programs to make aisles wider and
and sleepwear.
                                                                  increased spacing standards between fixtures to make it
Adding momentum to our merchandise offerings will be              easier to move within a department. We added large, bright
the addition of the Candie’s brand in our juniors’ and girls’     graphics and photos so our customer can quickly find the
departments in the fall of 2005. Candie’s is known                brands she’s looking for.
for its innovative marketing and trendy fashions for young
                                                                  Our credit card program continues to recognize and reward
shoppers. Kohl’s will become the exclusive provider of
                                                                  our most loyal customers with special offers. For customers
Candie’s apparel in 2005 and at the end of fiscal 2006, we
                                                                  who prefer to shop at home, our exciting brands and great
                                                                  value are always available on Kohls.com. Extended store
                                                                  hours and hassle-free returns further define convenience
                                                                  at Kohl’s.

                                                                  In 2005, we will further enhance our merchandise
                                                                  presentation to make it more fashion-focused and easier
                                                                  to put outfits together. From the look of our merchandise
                                                                  to the appeal of our visual presentation, our 2005
                                                                  initiatives are designed to create a more fun and exciting
                                                                  shopping environment. With constantly evolving brands
                                                                  and an emphasis on new trends throughout the store,
                                                                  we’re well positioned to meet the changing needs of
                                                                  our customers.

                                                                  From the parking lot into the store, through the checkout and
                                                                  out the door, Kohl’s customers can expect a great shopping
                                                                  experience. That means great brands, great value and great
                                                                  convenience – the key elements that make Kohl’s unique.



                                                                                                                                  7
Expect Great Things: Partners
    TO OUR BUSINESS PARTNERS: expect great things is a                    PROFITABLE GROWTH Sharing information with our
    pledge in partnership with our suppliers. We will work collectively   vendors is the foundation of strong partnerships and successfully
    to create the best products in the market, and as a result,           growing our businesses together. In 2004, we established a
    profitably grow our businesses.                                       vendor Intranet that gives our top 100 partners real-time
                                                                          access to information including sales, inventories, deliveries
    A significant contributor to Kohl’s success is the strong
                                                                          and other data. This information enables our vendor partners
    relationships we have with our vendor partners. Our brand
                                                                          to provide us with a continual flow of high-quality merchandise
    assortment is continually evolving in response to new trends
                                                                          and helps us to maintain desirable inventory levels.
    and styles and the changing needs of our customers. Kohl’s
                                                                          The newest element in our ongoing commitment to have the
    was built on the concept of offering national brands that our
                                                                          very best store-level inventory and assortment is our partnership
    customers know and trust. Our exclusive and private brands
                                                                          with SAS, the world leader in business analytics software.
    further enhance our merchandise selection.
                                                                          Through SAS, we will have a single end-to-end system that
    EXCLUSIVE BRANDS In addition to our great national                    helps us to accurately predict, analyze, optimize and support
    brand partners, in 2004 and early 2005 we differentiated              life-cycle merchandising. This will allow us to increase revenue
    Kohl’s even further, introducing a number of exciting new             through better allocation of products, reduced markdowns and
    exclusive brands. The Estée Lauder Companies Inc., one of             flowing goods into our stores more often and closer to sales.
    the most famous names in beauty, developed three new                  In 2005, we will continue to improve our supply chain to bring
    exclusive lines of cosmetics and skin care products just for          the latest new merchandise into our stores throughout the year.
    Kohl’s. Also new at Kohl’s are daisy fuentes, everGirl,
                                                                          Kohl’s and our partners are committed to growing our
    Candie’s and Oh Baby! by Motherhood. These widely
                                                                          businesses together. From creating new on-trend merchandise
    recognized, trend-setting fashions can only be found in
                                                                          to having the right products in the right markets at the right
    our stores and on Kohls.com, giving customers one more
                                                                          time, our goal is to offer the brands, quality and assortments
    great reason to shop at Kohl’s.
                                                                          our customers expect and desire from Kohl’s.




    Our beauty department features three new exclusive brands of makeup and skin care products, American Beauty, Flirt!
    and good skin, developed by The Estée Lauder Companies Inc. exclusively for Kohl’s.


8
Expect Great Things: Shareholders
TO OUR SHAREHOLDERS: expect great things is
a commitment to grow the company and increase its
                                                                          NET INCOME(a)
                                                                                                                    *
profitability. We will continue to be committed to becoming
                                                                                                               GR
                                                                          (In millions of dollars)
                                                                                                            CA                 $730
the number one family-focused, value-oriented specialty                                             4%
                                                                                                23.          $635
department store.                                                                                                       $581

                                                                                                     $488

In 2004, we achieved our goal to return to 20% earnings
                                                                                            $367
growth. Net income increased 26% in 2004 and over the
                                                                                  $255
past five years our net income has grown at a compounded
annual growth rate of 23%. These increases were achieved
through a combination of comparable store sales increases,
                                                                                   99        00       01      02        03     04
square footage growth and gross margin expansion. We
continued to concentrate on profitable growth, ending the                 STORES
                                                                                                                   *
                                                                          (Open at year end)
                                                                                                                 GR
year with 637 stores in 40 states, compared with 542 stores                                                                    637
                                                                                                            CA
                                                                                                    7%
in 36 states at the same time last year.
                                                                                                19.
                                                                                                                        542

                                                                                                              457
EXPANDING THE COMPANY In 2004, we opened                                                             382
                                                                                             320
95 stores. Of these, 53 were in new markets and 42 were
                                                                                   259
fill-in stores in existing markets. We extended our presence
in California with entries into San Francisco with 11 stores,
Sacramento with seven stores, San Diego with five stores,
                                                                                   99        00       01      02        03     04
Fresno with three stores and Bakersfield with two stores.
                                                                                   (a) 1999-2003 restated.
Other new market entries include Salt Lake City, Utah,
                                                                                   * Compounded annual growth rate.
with five stores, and Rochester, New York, and Memphis,
Tennessee, with three stores each.

                                                                square feet, the stores have a layout that is similar to our
We plan to open approximately 95 stores in fiscal 2005,
                                                                larger prototype stores and include all departments, but
with approximately 33 stores opening in the spring and
                                                                with an edited merchandise selection. Over the past two
the balance in the fall. The fall openings include our entry
                                                                years, we have evaluated and refined all aspects of these
into Florida, with seven stores in Orlando and three in
                                                                four test locations and are pleased with the development
Jacksonville. We plan to fund all of this expansion through
                                                                of the concept and the performance of these stores. We
our strong cash flow.
                                                                will continue to refine the concept and plan to open four
                                                                additional stores in 2005. The small-store concept is
We also continue to keep our established stores looking
                                                                a growth vehicle that will bring our great shopping
fresh and current. We remodeled stores in the Minneapolis
                                                                experience to many more customers and communities
and Kansas City markets in 2004. In 2005, we will remodel
                                                                across the country. The small stores will be a part of our
stores in Cleveland and Philadelphia.
                                                                expansion every year going forward.
SMALL STORE TEST In 2002, we initiated a small-store
                                                                As we look to 2005 and beyond, our shareholders can
test to serve trade areas of 100,000 or less in population.
                                                                expect us to continue to open stores across the country and
The test consisted of one store each in Wisconsin, Iowa,
                                                                maintain our commitment to 20% earnings growth.
Michigan and North Carolina. At approximately 68,000



                                                                                                                                      9
Expect Great Things: Associates
     TO OUR ASSOCIATES: expect great things is a                         development to support our exclusive and private
                                                                         brand initiatives and provide trend direction to
     commitment to provide a work environment that inspires,
                                                                         the entire organization. We reorganized our
     supports and rewards extraordinary Associates.
                                                                         planning and allocation team and promoted
     Everything our Associates do, from buying quality merchandise
                                                                         our chief information officer to executive vice
     and negotiating competitive prices to effectively advertising
                                                                         president of planning and allocation to bring
     and selling these products to our customers, requires an
                                                                         his systems analysis expertise to the team. We
     outstanding team. Every day, in every location, Kohl’s
                                                                         promoted three executives into newly created
     Associates are the great people behind our growth and success.
                                                                         senior vice president positions that support planning and
                                                                         allocation. Seasoned retail executives were also added to the
     SUPPORTING OUR ASSOCIATES Associates like joining the
                                                                         merchandise team. We increased our general merchandise
     Kohl’s team because of opportunities for growth at every level
                                                                         manager positions from two to three and increased our number
     in the organization. As we continue to grow, our store management
                                                                         of department merchandise managers from eight to 11.
     bench strength continues to deepen. The focus on management
     development efforts across our organization enables us to
                                                                         REWARDING OUR ASSOCIATES Kohl’s growth provides
     attract and retain the people who drive our success.
                                                                         numerous opportunities for our Associates. In 2004, we
                                                                         added 15,000 new Associates, bringing the total number
     In 2004, we introduced Kohl’s University to our Associates. With
                                                                         of Kohl’s Associates to over 100,000. Our college recruitment
     “Kohl’s U” in place, we’ve further expanded our array of courses
                                                                         program on 45 campuses continues to bring talented
     that educate and develop the capabilities of our Associates.
                                                                         graduates into our store and corporate training programs.
     Associates can select classroom or computer-based training
     offerings depending upon the way they prefer to learn. All of
                                                                         To reward and retain outstanding Associates, we offer
     our courses are related to our strategic management
                                                                         competitive benefit packages. In 2004, we added an
     competencies, focusing our development efforts on the key
                                                                         Employee Assistance Program to our benefits program
     drivers of business effectiveness for today and tomorrow.
                                                                         to provide Associates with work-life support, and began
     STRENGTHENING OUR EXECUTIVE TEAM In 2004, we                        offering a drug discount card for part-time Associates. In
     identified merchandising as an area we needed to strengthen in      2004, Associates in our Employee Stock Ownership Plan
     order to deliver exciting merchandise to every market we serve.     owned more than two million shares of Kohl’s stock,
     We created the position of executive vice president – product       continuing to make this one of our most significant benefits.


                                                                                 Kohl’s executive vice presidents and their areas
                                                                                 of responsibility are (from left):
                                                                                 Ken Bonning, logistics;
                                                                                 John Lesko, administration;
                                                                                 Wes McDonald, chief financial officer;
                                                                                 Don Brennan, general merchandise manager;
                                                                                 Rick Schepp, general counsel and secretary;
                                                                                 Jon Nordeen, planning and allocation;
                                                                                 Peggy Eskenasi, product development;
                                                                                 Gary Vasques, marketing;
                                                                                 Chris Capuano, general merchandise manager; and
                                                                                 Telvin Jeffries, human resources.


10
Expect Great Things: Communities
TO THE COMMUNITIES WE SERVE: expect great
things is a continuing commitment to improving health
and educational opportunities for children.

Kohl’s is a strong partner in our communities through
programs involving our company and our Associates.
In 2004, numerous programs enabled us to give nearly
$20 million back to our communities.

IMPROVING HEALTH The Kohl’s Cares for Kids®
Children’s Hospital program is a community involvement
initiative that emphasizes our focus on families by
partnering with children’s hospitals in the communities
we serve. In 2004, Kohl’s Cares for Kids® supported
programs at 57 children’s hospitals in 35 states, through
the sale of special items. We donate 100% of the net
profits of our Kohl’s Cares for Kids® merchandise to
designated children’s hospitals.

In addition to the one-time funding of the purchase of
                                                                   Norman Bridwell (third from left), creator of the “Clifford the
medical equipment or facilities, we’ve extended our
                                                                   Big Red Dog™” series, participates in the check presentation
commitment beyond the walls of the hospitals with multi-year
                                                                   ceremony at Children’s Hospital Boston. The popular children’s
grants to community outreach programs. For example, in
                                                                   books and plush toys were one of the Kohl’s Cares for Kids®
2004 we awarded a five-year grant to Children’s Memorial
                                                                   Children’s Hospital items in 2004.
Hospital in Chicago to establish the Kohl’s Cares for Kids®
Safety Network. This program is designed to confront the            trips. In 2004, we helped over 2,700 schools and nonprofit
problems that threaten the safety of children in their homes,       organizations raise money to support their programs.
in their neighborhoods and in their communities.
                                                                    VOLUNTEERING IN OUR COMMUNITIES Through
SUPPORTING EDUCATION Our national Kohl’s Kids Who                   the Kohl’s A-Team, Associates volunteer their time to support
Care® program recognizes and rewards local kids who make a          various youth-focused charities. Their participation is matched
difference in their communities through volunteerism. In 2004,      with corporate grants that are given directly to the charities.
the program honored over 1,000 young volunteers with                One special A-Team effort called “Operation: Connect Kids”
scholarships, gift cards and donations.                             raised money to purchase prepaid satellite cell phone cards
                                                                    that allow children to connect with their parents serving in
Our Kohl’s Cares for Kids® Fundraising Card program continues
                                                                    the military.
to grow as more schools and nonprofit organizations recognize
how easy it is to raise money with help from Kohl’s. Groups         With Kohl’s in the community, children and families can
purchase the gift cards at a discount, resell them at face value    expect great support, great family-focused programs and
and use the profits for items such as equipment, uniforms and       great volunteers.




                                                                                                                                      11
Financial Summary
     FISCAL YEAR                                                                        2004                   2003(a)           2002(a)          2001(a)             2000(a)            1999(a)
     SUMMARY OF OPERATIONS (In millions)
                                                                                 $11,701                $10,282                $ 9,120        $ 7,489             $ 6,152            $ 4,557
     Net sales
                                                                                   4,114                  3,395                  3,139          2,565               2,096              1,543
     Gross margin
                                                                                   2,540                  2,102                  1,827          1,535               1,289                977
     Selling, general & administrative expenses
                                                                                      49                     47                     41             33                  36                 33
     Preopening expenses
                                                                                     288                    239                    193            159                 128                 89
     Depreciation and amortization
                                                                                   1,237                  1,007                  1,078            838                 643                444
     Operating income
                                                                                      63                     73                     56             50                  46                 27
     Interest expense, net
                                                                                   1,174                    934                  1,022            788                 597                417
     Income before income taxes
                                                                                     730                    581                    635            488                 367                255
     Net income

     DILUTED EARNINGS PER SHARE (b)                                              $ 2.12                 $      1.69            $ 1.85         $ 1.43              $ 1.09             $     .76
     FINANCIAL POSITION DATA (Dollars in millions)
                                                                                    $2,187              $ 1,902                $ 1,776        $ 1,584             $ 1,199            $     732
     Working capital
                                                                                     3,988                3,316                  2,734          2,196               1,725                1,352
     Property and equipment, net
                                                                                     7,979                6,691                  6,311          4,927               3,853                2,930
     Total assets
                                                                                     1,103                1,076                  1,059          1,095                 803                  495
     Long-term debt
                                                                                     4,967                4,149                  3,479          2,767               2,185                1,673
     Shareholders’ equity
                                                                                      16.0%                15.2%                  20.3%          19.7%               19.0%                18.1%
     Return on average shareholders’ equity

     OTHER DATA
                                                                                        0.3%                   (1.6)%             5.3%            6.8%                9.0%               7.9%
     Comparable store sales growth
                                                                                 $     255              $      268             $ 284          $   283             $   281            $   270
     Net sales per selling square foot
                                                                                       637                     542                457             382                 320                259
     Stores open at year end
                                                                                    49,201                  41,447             34,507          28,576              23,610             18,757
     Total square feet of selling space (In thousands)

     (a) Results for the 1999-2003 fiscal years have been restated to correct the Company’s method of accounting for leases.
     (b) Adjusted for stock split in 2000.



      NET SALES                                                                                 REPORT OF MANAGEMENT
      (In millions of dollars)
                                                          *                                     The management of Kohl’s Corporation is responsible for the integrity and objectivity of the
                                                       GR
                                               CA
                                                                       $11,701
                                                                                                financial and operating information contained in this Annual Report, including the consolidated
                                         %
                                  8
                              20.
                                                            $10,282
                                                                                                financial statements covered by the Report of the Independent Registered Public Accounting
                                                 $9,120
                                                                                                Firm. These statements were prepared in conformity with generally accepted accounting principles
                                     $7,489                                                     and include amounts that are based on the best estimates and judgments of management.
                         $6,152
                                                                                                The consolidated financial statements and related notes have been audited by Ernst & Young LLP,
              $4,557
                                                                                                independent registered public accounting firm, whose report is based on audits conducted in
                                                                                                accordance with the standards of the Public Company Accounting Oversight Board (United States).
                                                                                                As part of its audit, the firm performed a review of the Company’s system of internal controls
                                                                                                and conducted such tests and employed such procedures as considered necessary to render its
                                                                                                opinion on the consolidated financial statements. The Company’s consolidated financial statements
                99         00          01          02          03         04
                                                                                                including the Report of the Independent Registered Public Accounting Firm are included in the
      DILUTED EARNINGS                                                                          Company’s Form 10-K for the year ended January 29, 2005.
      PER SHARE (a) (b)       *
                           GR
                        CA                                                                      The Audit Committee of the Board of Directors is composed of three independent Directors. The
                                                                        $2.12
                                  6%
                              22.
                                                                                                Committee is responsible for assisting the Board in its oversight of Kohl’s financial accounting and
                                                  $1.85
                                                                                                reporting practices. The Audit Committee is directly responsible for the compensation, appointment
                                                              $1.69

                                                                                                and oversight of the Company’s independent registered public accounting firm. The Audit
                                      $1.43
                                                                                                Committee meets periodically with the independent registered public accounting firm, as well as
                          $1.09
                                                                                                with management, to review accounting, auditing, internal accounting control and financial
               $0.76                                                                            reporting matters. The independent registered public accounting firm has unrestricted access to
                                                                                                the Audit Committee.



                99          00          01         02          03         04
               (a) 1999-2003 restated.                                                          Larry Montgomery                             Wesley S. McDonald
12             (b) Adjusted for stock split in 2000.                                            Chairman and Chief Executive Officer         Executive Vice President - Chief Financial Officer
               *Compounded annual growth rate.
Corporate Information
CORPORATE HEADQUARTERS                                                                                       ANNUAL MEETING
Kohl’s Corporation                                                                                           The Kohl’s 2005 Annual Meeting of Shareholders will be held
N56 W17000 Ridgewood Drive                                                                                   on Wednesday, April 27, 2005 at 10:00 a.m. at the Midwest Airlines
Menomonee Falls, WI 53051-5660                                                                               Center, Milwaukee, Wisconsin.
(262) 703-7000
                                                                                                             INVESTOR INFORMATION/
Web site: www.kohls.com
                                                                                                             QUARTERLY REPORTS
TRANSFER AGENT AND REGISTRAR                                                                                 For quarterly earnings reports and other investor information,
The Bank of New York                                                                                         please visit our Web site at www.kohls.com or direct your inquiries
Shareholder Relations Dept. 11-E                                                                             to the company, Attention: Investor Relations.
P.O. Box 11258
                                                                                                             FORM 10-K
Church Street Station
                                                                                                             Parts I-III of Kohl’s Annual Report on Form 10-K, as filed with the
New York, New York 10286
                                                                                                             Securities and Exchange Commission, are included with this report
(800) 524-4458
                                                                                                             for all shareholders.
Web site: www.stockbny.com

DIRECTORS                                                                                                    EXECUTIVE OFFICERS
JAY H. BAKER                                                                                                 KEN BONNING
Retired President, Kohl’s Corporation                                                                        Executive Vice President - Logistics
STEVEN A. BURD                                                                                               DONALD A. BRENNAN
Chairman, President and Chief Executive Officer,                                                             Executive Vice President - General Merchandise Manager
Safeway Inc. (b) (c)                                                                                         CHRIS CAPUANO
WAYNE EMBRY                                                                                                  Executive Vice President - General Merchandise Manager
Senior Advisor to the General Manager of the Toronto Raptors (a) (c)                                         PEGGY ESKENASI
JAMES D. ERICSON                                                                                             Executive Vice President - Product Development
Retired Chairman, President and Chief Executive Officer,                                                     TELVIN JEFFRIES
Northwestern Mutual Life Insurance Company (b) (c)                                                           Executive Vice President - Human Resources
JOHN F. HERMA                                                                                                JOHN J. LESKO
Retired Chief Operating Officer, Kohl’s Corporation                                                          Executive Vice President - Administration
WILLIAM S. KELLOGG                                                                                           KEVIN MANSELL
Retired Chief Executive Officer, Kohl’s Corporation                                                          President
KEVIN MANSELL                                                                                                WESLEY S. MCDONALD
President, Kohl’s Corporation                                                                                Executive Vice President - Chief Financial Officer
ARLENE MEIER                                                                                                 ARLENE MEIER
Chief Operating Officer, Kohl’s Corporation                                                                  Chief Operating Officer
R. LAWRENCE MONTGOMERY                                                                                       R. LAWRENCE MONTGOMERY
Chairman and Chief Executive Officer, Kohl’s Corporation                                                     Chairman and Chief Executive Officer
FRANK V. SICA                                                                                                JON NORDEEN
President, Quantum Industrial Holdings (b) (c)                                                               Executive Vice President - Planning and Allocation
PETER M. SOMMERHAUSER                                                                                        RICHARD D. SCHEPP
Shareholder in the law firm of Godfrey & Kahn, S.C.                                                          Executive Vice President - General Counsel and Secretary
JUDITH SPRIESER                                                                                              GARY VASQUES
Chief Executive Officer, Transora, Inc. (a) (c)                                                              Executive Vice President - Marketing
R. ELTON WHITE
Retired President, NCR Corporation (a) (c)
(a) 2004 Audit Committee (b) 2004 Compensation and Stock Option Committee
(c) 2004 Governance and Nominating Committee


COMMON STOCK                                                                                                  STOCK LISTING/SHAREHOLDERS
                                      PRICE RANGE
                                               Fiscal 2003      High                         Low
Fiscal 2004      High                  Low                                                                    Kohl’s common stock is listed on the New York Stock Exchange
                                               First Quarter  $60.55                       $46.18
First Quarter  $54.10                $39.59                                                                   under the symbol KSS.
                                               Second Quarter 60.26                         48.04
Second Quarter 48.83                  40.10
                                                                                                              As of March 2, 2005, there were 5,794 holders of record of
                                               Third Quarter   65.44                        50.49
Third Quarter   52.86                 43.70
                                                                                                              Kohl’s common stock.
                                               Fourth Quarter 56.30                         40.83
Fourth Quarter 53.24                  45.40


FORWARD-LOOKING STATEMENTS
Certain statements made within this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect management’s current
views of future events and financial performance. These statements are subject to certain risks and uncertainties which could cause Kohl’s actual results to differ materially from those anticipated by the forward-looking
statements. These risks and uncertainties include, but are not limited to, those described in Exhibit 99.1 to Kohl’s annual report on Form 10-K and other factors as may periodically be described in Kohl’s filings with the SEC.


                                                                                                                                                                                                                                     13
KOHL'S CORPORATION
N56 W17000 RIDGEWOOD DRIVE, MENOMONEE FALLS, WI 53051-5660
                    www.kohls.com

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kohl's annual reports 2004

  • 2. In 2004, we expanded our brand selection to better serve a variety of ages and interests. New brands include apt. 9 in both mens and misses and Urban Pipeline for young men.
  • 3. Financial Highlights 2004 2003* up 13.8% NET SALES $ 11,701 $10,282 (In millions of dollars) up 22.8% OPERATING INCOME $ 1,237 $ 1,007 (In millions of dollars) PERCENT OF SALES 10.6% 9.8% up 25.7% NET INCOME $ 730 $ 581 (In millions of dollars) PERCENT OF SALES 6.2% 5.6% up 25.6% CASH PROVIDED BY OPERATING ACTIVITIES $ 948 $ 754 (In millions of dollars) * Restated Profile CONTENTS Letter to Shareholders 2 Kohl’s mission is to be the leading family-focused, value-oriented, expect great things: Customers 4 specialty department store offering quality exclusive and national expect great things: Partners 8 brand merchandise to the customer in an environment that is expect great things: Shareholders 9 convenient, friendly and exciting. expect great things: Associates 10 expect great things: Communities 11 Kohl’s operates from coast to coast. At the end of fiscal 2004, we Financial Summary 12 served customers in 40 states through 637 stores and Kohls.com. Corporate Information 13 In fiscal 2005, we plan to open approximately 95 stores. 1
  • 4. Dear Shareholders enable shoppers to quickly find what they need. We expanded our merchandise offerings to appeal to a broader range of customers and introduced new merchandise into our stores more frequently. Seven new exclusive, private or national brands were added in 2004, with more on the horizon in 2005. MERCHANDISE STRATEGIES A major initiative in 2004 was the introduction of exclusive brands that can only be found at Kohl’s. We introduced daisy fuentes for misses and everGirl for young girls in 2004, and the Oh Baby! by Motherhood maternity collection became exclusive to Kohl’s in early 2005. Through our strategic alliance with The Estée Lauder Companies Inc., we added a major category we didn’t previously offer – cosmetics. Our exclusive beauty products were introduced in 288 stores in 2004 and will be rolled-out to our remaining stores in 2005. Larry Montgomery, Arlene Meier and Kevin Mansell In the fall of 2005, Kohl’s will become the exclusive retailer for Candie’s apparel in juniors and young girls. More exclusive lines 2004 GOALS 2004 was a year in which we made considerable are planned for 2005, including The Backyardigans, a new progress toward advancing our financial and business objectives. toddler line based on Nickelodeon’s hottest new show. Our financial goals for 2004 were to return to positive comparable We expanded our selection of national brands by introducing store sales increases, restore the gross margin to historic levels Laura Ashley Lifestyles and Gloria Vanderbilt for the home, and and appropriately manage expenses, while making the investments Bongo for juniors in 2004. In early 2005, we added Chaps in needed to support our expansion. Achieving these objectives both casual and dress in mens, which we believe will offer a would return us to earnings increases of 20% per year. tremendous opportunity to increase our market share in the Here’s how we did. We achieved record sales for our thirteenth men’s business. Other new national brands in 2005 include consecutive year as a public company. Net sales were $11.7 ROYAL VELVET in home. billion, a 14% increase. Comparable store sales were up 0.3%. We increased our private brand offerings in 2004 with the Net income increased 26% to a record $730.4 million or $2.12 introduction of Urban Pipeline for young men. We introduced per diluted share. Our sales per square foot remains among the apt. 9 in both mens and misses to appeal to customers seeking highest in the industry and our operating margin of 10.6% is today’s contemporary fashions and will extend the brand further one of the highest in the department store business. in 2005. While we are pleased with our progress, we know we can We will continue our focus on developing new exclusive and do better. private brands that add excitement and variety to our stores, as 2004 ACHIEVEMENTS We made excellent progress in 2004 well as adding national brands our customers know and trust. in enhancing the customer shopping experience. We reduced overall inventory levels, increased inventory turns and improved CAPITAL INVESTMENTS In 2004, we invested $890 million our processes, enabling us to increase profitability by reducing in capital projects to expand our presence, remodel existing the amount of merchandise sold on clearance. stores, support our future growth and enhance productivity. We added 95 stores in 2004, increasing our store base from 542 We adjusted the number and placement of fixtures to make it to 637 stores. California became our largest state with 62 stores, easier for customers to navigate the store. New, visually strong as we entered five new markets: San Francisco, Sacramento, San graphics were added to better highlight our various brands and 2
  • 5. Diego, Fresno and Bakersfield. Other new markets in 2004 included The key to expect great things is our people. We strengthened our Salt Lake City, Utah; Memphis, Tennessee; and Rochester, New York. executive team in 2004 by increasing the number of senior level positions We also continued to open additional stores in established markets. in merchandising, planning and allocation and product development to help us improve our merchandise content and set Kohl’s apart In 2005, we will open approximately 95 new stores, increasing from the competition. Some of the positions were filled by outside square footage by 15%. Kohl’s will enter the state of Florida with hires, while others were filled through internal promotions. stores opening in Orlando and Jacksonville in the fall. Consistent We welcomed over 15,000 new Associates to Kohl’s in 2004. We with our expansion in other regions, we will open a new distribution are committed to attracting and retaining the best talent in retail. center in Macon, Georgia, to support our growth in the Southeast. Our Associates are an outstanding team that did a great job of helping We will also continue to expand our presence in our existing markets to restore the attributes that make Kohl’s special to our customers. in order to increase market share. We remain committed to managing our business both ethically and Our capital structure is well positioned to continue to support our responsibly and to representing the best interest of our shareholders expansion plans. Capital expenditures in 2004 were funded entirely through good corporate governance. After thorough review by its through internally generated cash and we expect to fund our future Governance and Nominating Committee, the Board of Directors believes expansion in the same manner. Kohl’s is in full compliance with all applicable corporate governance DIFFERENTIATING KOHL’S In 2004, we continued to build the rules of the Securities and Exchange Commission (SEC) and the New Kohl’s brand to maximize our customer base and attract new York Stock Exchange (NYSE). Accordingly, in 2004, Kohl’s provided customers. The foundation for our success is our well-established the NYSE with an unqualified Annual CEO Certification of compliance, concept of brands, value and convenience. We are focused on our and has filed with the SEC, as an exhibit to our Annual Reports on Form core customer – a busy mom shopping for herself, her home and 10-K for fiscal years 2003 and 2004, the Sarbanes-Oxley Act Section 302 her family. We offer the national brands she wants, along with certification regarding the quality of the company’s public disclosure. strong private brands. Our new exclusive brands further differentiate 2005 AND BEYOND Our accomplishments in 2004 have set the Kohl’s in the marketplace. stage to deliver a great 2005. We look ahead to 2005 as a year to One of our biggest competitive advantages is convenience. From our return to mid-single digit comparable store sales increases through commitment to being in-stock in a broad variety of merchandise the infusion of new, innovative merchandise and marketing categories to our neighborhood locations with easy in-out parking, enhancements that revolve around the promise of expect great wide aisles, quick checkout and hassle-free returns, the Kohl’s concept things. We will continue our commitment to 20% earnings growth is designed with our core customer in mind. Our strong credit card and to providing brands, value and convenience to our customers. loyalty program, values every day throughout the store and friendly We’ll use our financial strength to continue our steady expansion Associates further enhance the Kohl’s shopping experience. into both new and existing markets and to improve our processes and productivity. EXPECT GREAT THINGS In 2005, we will begin moving Kohl’s to the next level as a company. Our new positioning statement, We want to thank all of our Associates across the country for expect great things, is a commitment to our customers, our helping Kohl’s to get back on track in 2004. We remain Associates, our business partners and our shareholders. We want committed to all of our Associates, our customers, our partners, to provide a great shopping experience for our customers, with our shareholders and our communities. We believe our future has the best possible brands, prices and selections in the nation. Our never been brighter. You can expect great things from Kohl’s. Associates should expect a work environment that inspires, supports and rewards them. Our business partners will truly be partners and, together, we will create the best products in the marketplace. Finally, we will be prudent stewards of our shareholders’ investment Arlene Meier Kevin Mansell Larry Montgomery in the company. Chief Operating Officer President Chairman and Chief Executive Officer 3
  • 6. In 2005, the signature look of Chaps casual clothes debuted in the men’s department. Kohl’s own Sonoma brand complements our brand-name merchandise throughout the store. 4
  • 7. Expect Great Things: Customers TO OUR CUSTOMER: expect great things means a This new category provides value and great shopping experience. We’re dedicated to providing convenience for our customers with the best selection of brands, at the customers who best value – all in one easy trip. want to add In 2004, we focused on bringing newness into our high-quality beauty stores – new styles, new brands and new merchandising items to their Kohl’s initiatives – to further differentiate us from the competition. shopping cart. Our We made Kohl’s an easier place to shop, with an increased beauty department is bright and cheerful, with open-sell emphasis on fashion. Our successful combination of national, product displays filled with over 400 shades of makeup and private and exclusive brands gives our current customers a skin care products for every complexion type. A trained wider spectrum of styles to choose from and encourages beauty Associate is available to provide expert advice and new customers to see what all the excitement is about. customers are invited to “try before they buy.” EXPECT GREAT BRANDS In 2004, we added exclusive For misses, our exclusive new fashion line by Daisy Fuentes, brands for the first time. New national and private brands a popular fashion model and TV personality, showcases broadened our fashion appeal with increased emphasis on everyday style solutions in contemporary designs, colors and the total lifestyle concept of how our customers live, work fabrics priced to appeal to Kohl’s core customer. The and play. exciting daisy fuentes line went from 188 stores to all stores in October 2004. In 2005, the line will be extended to Our exciting alliance with The Estée Lauder Companies accessories, loungewear, shoes and special sizes. For young Inc. brought beauty into our stores for the first time with girls and their parents, everGirl, a new lifestyle brand created three new, exclusive brands of makeup and skin care by Nickelodeon, offers another great option for the newest products – American Beauty, Flirt! and good skin. trends in clothing and accessories. We further expanded our private brand selection with Urban Pipeline for young men. Our newest private brand, apt. 9, was introduced in both mens and misses and quickly became a strong performer. In 2005, we will extend apt. 9 into special sizes, as well as into swimwear, sleepwear, jewelry and accessories for women. In mens, we will add apt. 9 in sportswear, outerwear, dress shirts, ties and dress slacks. In national brands, we added Bongo for juniors, and will extend it into girls in 2005, to broaden our customer base and better serve a variety of ages and interests. The Laura Ashley Lifestyles and Gloria Vanderbilt brands arrived in our bath and bedding department in 2004, with initial merchandise including comforter sets, sheets, bath towels and bath rugs. We also added ROYAL VELVET towels and accessories to our extensive bath offerings in 2005. 5
  • 8. The exciting addition of new exclusive brands, such as daisy fuentes in misses and national brands including classic Chaps dress clothes in mens, broadens our appeal to fashion conscious customers. 6
  • 9. Expect Great Things: Customers MORE GREAT BRANDS IN 2005 More exciting brands will be the exclusive retailer for Candie’s are debuting in Kohl’s stores in 2005. To address the fashion footwear and demands of today’s male shopper, we introduced Chaps in handbags. Building all stores at the beginning of the year. The signature look on the success of of Chaps is uniquely American and its classic styling, like its the everGirl brand popularity, is timeless. We currently offer Chaps woven and by Nickelodeon, knit tops, casual and dress pants, dress shirts, suits, sport we will introduce coats and ties. The Backyardigans line for toddlers in 2005. Based on Moms-to-be now have another great reason to shop at Kohl’s. Nickelodeon’s hottest new show, the line will include The bold, bright and beautiful Oh Baby! by Motherhood playwear, tees and sleepwear, all exclusive to Kohl’s. collection also rolled into Kohl’s stores in early 2005. EXPECT A GREAT IN-STORE EXPERIENCE Brands, Exclusive to Kohl’s, this collection from the world’s leading value and convenience define the Kohl’s shopping experience. designer and retailer of maternity wear features a In 2004, we focused on making our stores easier to shop. contemporary assortment of sportswear, intimate apparel We reduced in-aisle programs to make aisles wider and and sleepwear. increased spacing standards between fixtures to make it Adding momentum to our merchandise offerings will be easier to move within a department. We added large, bright the addition of the Candie’s brand in our juniors’ and girls’ graphics and photos so our customer can quickly find the departments in the fall of 2005. Candie’s is known brands she’s looking for. for its innovative marketing and trendy fashions for young Our credit card program continues to recognize and reward shoppers. Kohl’s will become the exclusive provider of our most loyal customers with special offers. For customers Candie’s apparel in 2005 and at the end of fiscal 2006, we who prefer to shop at home, our exciting brands and great value are always available on Kohls.com. Extended store hours and hassle-free returns further define convenience at Kohl’s. In 2005, we will further enhance our merchandise presentation to make it more fashion-focused and easier to put outfits together. From the look of our merchandise to the appeal of our visual presentation, our 2005 initiatives are designed to create a more fun and exciting shopping environment. With constantly evolving brands and an emphasis on new trends throughout the store, we’re well positioned to meet the changing needs of our customers. From the parking lot into the store, through the checkout and out the door, Kohl’s customers can expect a great shopping experience. That means great brands, great value and great convenience – the key elements that make Kohl’s unique. 7
  • 10. Expect Great Things: Partners TO OUR BUSINESS PARTNERS: expect great things is a PROFITABLE GROWTH Sharing information with our pledge in partnership with our suppliers. We will work collectively vendors is the foundation of strong partnerships and successfully to create the best products in the market, and as a result, growing our businesses together. In 2004, we established a profitably grow our businesses. vendor Intranet that gives our top 100 partners real-time access to information including sales, inventories, deliveries A significant contributor to Kohl’s success is the strong and other data. This information enables our vendor partners relationships we have with our vendor partners. Our brand to provide us with a continual flow of high-quality merchandise assortment is continually evolving in response to new trends and helps us to maintain desirable inventory levels. and styles and the changing needs of our customers. Kohl’s The newest element in our ongoing commitment to have the was built on the concept of offering national brands that our very best store-level inventory and assortment is our partnership customers know and trust. Our exclusive and private brands with SAS, the world leader in business analytics software. further enhance our merchandise selection. Through SAS, we will have a single end-to-end system that EXCLUSIVE BRANDS In addition to our great national helps us to accurately predict, analyze, optimize and support brand partners, in 2004 and early 2005 we differentiated life-cycle merchandising. This will allow us to increase revenue Kohl’s even further, introducing a number of exciting new through better allocation of products, reduced markdowns and exclusive brands. The Estée Lauder Companies Inc., one of flowing goods into our stores more often and closer to sales. the most famous names in beauty, developed three new In 2005, we will continue to improve our supply chain to bring exclusive lines of cosmetics and skin care products just for the latest new merchandise into our stores throughout the year. Kohl’s. Also new at Kohl’s are daisy fuentes, everGirl, Kohl’s and our partners are committed to growing our Candie’s and Oh Baby! by Motherhood. These widely businesses together. From creating new on-trend merchandise recognized, trend-setting fashions can only be found in to having the right products in the right markets at the right our stores and on Kohls.com, giving customers one more time, our goal is to offer the brands, quality and assortments great reason to shop at Kohl’s. our customers expect and desire from Kohl’s. Our beauty department features three new exclusive brands of makeup and skin care products, American Beauty, Flirt! and good skin, developed by The Estée Lauder Companies Inc. exclusively for Kohl’s. 8
  • 11. Expect Great Things: Shareholders TO OUR SHAREHOLDERS: expect great things is a commitment to grow the company and increase its NET INCOME(a) * profitability. We will continue to be committed to becoming GR (In millions of dollars) CA $730 the number one family-focused, value-oriented specialty 4% 23. $635 department store. $581 $488 In 2004, we achieved our goal to return to 20% earnings $367 growth. Net income increased 26% in 2004 and over the $255 past five years our net income has grown at a compounded annual growth rate of 23%. These increases were achieved through a combination of comparable store sales increases, 99 00 01 02 03 04 square footage growth and gross margin expansion. We continued to concentrate on profitable growth, ending the STORES * (Open at year end) GR year with 637 stores in 40 states, compared with 542 stores 637 CA 7% in 36 states at the same time last year. 19. 542 457 EXPANDING THE COMPANY In 2004, we opened 382 320 95 stores. Of these, 53 were in new markets and 42 were 259 fill-in stores in existing markets. We extended our presence in California with entries into San Francisco with 11 stores, Sacramento with seven stores, San Diego with five stores, 99 00 01 02 03 04 Fresno with three stores and Bakersfield with two stores. (a) 1999-2003 restated. Other new market entries include Salt Lake City, Utah, * Compounded annual growth rate. with five stores, and Rochester, New York, and Memphis, Tennessee, with three stores each. square feet, the stores have a layout that is similar to our We plan to open approximately 95 stores in fiscal 2005, larger prototype stores and include all departments, but with approximately 33 stores opening in the spring and with an edited merchandise selection. Over the past two the balance in the fall. The fall openings include our entry years, we have evaluated and refined all aspects of these into Florida, with seven stores in Orlando and three in four test locations and are pleased with the development Jacksonville. We plan to fund all of this expansion through of the concept and the performance of these stores. We our strong cash flow. will continue to refine the concept and plan to open four additional stores in 2005. The small-store concept is We also continue to keep our established stores looking a growth vehicle that will bring our great shopping fresh and current. We remodeled stores in the Minneapolis experience to many more customers and communities and Kansas City markets in 2004. In 2005, we will remodel across the country. The small stores will be a part of our stores in Cleveland and Philadelphia. expansion every year going forward. SMALL STORE TEST In 2002, we initiated a small-store As we look to 2005 and beyond, our shareholders can test to serve trade areas of 100,000 or less in population. expect us to continue to open stores across the country and The test consisted of one store each in Wisconsin, Iowa, maintain our commitment to 20% earnings growth. Michigan and North Carolina. At approximately 68,000 9
  • 12. Expect Great Things: Associates TO OUR ASSOCIATES: expect great things is a development to support our exclusive and private brand initiatives and provide trend direction to commitment to provide a work environment that inspires, the entire organization. We reorganized our supports and rewards extraordinary Associates. planning and allocation team and promoted Everything our Associates do, from buying quality merchandise our chief information officer to executive vice and negotiating competitive prices to effectively advertising president of planning and allocation to bring and selling these products to our customers, requires an his systems analysis expertise to the team. We outstanding team. Every day, in every location, Kohl’s promoted three executives into newly created Associates are the great people behind our growth and success. senior vice president positions that support planning and allocation. Seasoned retail executives were also added to the SUPPORTING OUR ASSOCIATES Associates like joining the merchandise team. We increased our general merchandise Kohl’s team because of opportunities for growth at every level manager positions from two to three and increased our number in the organization. As we continue to grow, our store management of department merchandise managers from eight to 11. bench strength continues to deepen. The focus on management development efforts across our organization enables us to REWARDING OUR ASSOCIATES Kohl’s growth provides attract and retain the people who drive our success. numerous opportunities for our Associates. In 2004, we added 15,000 new Associates, bringing the total number In 2004, we introduced Kohl’s University to our Associates. With of Kohl’s Associates to over 100,000. Our college recruitment “Kohl’s U” in place, we’ve further expanded our array of courses program on 45 campuses continues to bring talented that educate and develop the capabilities of our Associates. graduates into our store and corporate training programs. Associates can select classroom or computer-based training offerings depending upon the way they prefer to learn. All of To reward and retain outstanding Associates, we offer our courses are related to our strategic management competitive benefit packages. In 2004, we added an competencies, focusing our development efforts on the key Employee Assistance Program to our benefits program drivers of business effectiveness for today and tomorrow. to provide Associates with work-life support, and began STRENGTHENING OUR EXECUTIVE TEAM In 2004, we offering a drug discount card for part-time Associates. In identified merchandising as an area we needed to strengthen in 2004, Associates in our Employee Stock Ownership Plan order to deliver exciting merchandise to every market we serve. owned more than two million shares of Kohl’s stock, We created the position of executive vice president – product continuing to make this one of our most significant benefits. Kohl’s executive vice presidents and their areas of responsibility are (from left): Ken Bonning, logistics; John Lesko, administration; Wes McDonald, chief financial officer; Don Brennan, general merchandise manager; Rick Schepp, general counsel and secretary; Jon Nordeen, planning and allocation; Peggy Eskenasi, product development; Gary Vasques, marketing; Chris Capuano, general merchandise manager; and Telvin Jeffries, human resources. 10
  • 13. Expect Great Things: Communities TO THE COMMUNITIES WE SERVE: expect great things is a continuing commitment to improving health and educational opportunities for children. Kohl’s is a strong partner in our communities through programs involving our company and our Associates. In 2004, numerous programs enabled us to give nearly $20 million back to our communities. IMPROVING HEALTH The Kohl’s Cares for Kids® Children’s Hospital program is a community involvement initiative that emphasizes our focus on families by partnering with children’s hospitals in the communities we serve. In 2004, Kohl’s Cares for Kids® supported programs at 57 children’s hospitals in 35 states, through the sale of special items. We donate 100% of the net profits of our Kohl’s Cares for Kids® merchandise to designated children’s hospitals. In addition to the one-time funding of the purchase of Norman Bridwell (third from left), creator of the “Clifford the medical equipment or facilities, we’ve extended our Big Red Dog™” series, participates in the check presentation commitment beyond the walls of the hospitals with multi-year ceremony at Children’s Hospital Boston. The popular children’s grants to community outreach programs. For example, in books and plush toys were one of the Kohl’s Cares for Kids® 2004 we awarded a five-year grant to Children’s Memorial Children’s Hospital items in 2004. Hospital in Chicago to establish the Kohl’s Cares for Kids® Safety Network. This program is designed to confront the trips. In 2004, we helped over 2,700 schools and nonprofit problems that threaten the safety of children in their homes, organizations raise money to support their programs. in their neighborhoods and in their communities. VOLUNTEERING IN OUR COMMUNITIES Through SUPPORTING EDUCATION Our national Kohl’s Kids Who the Kohl’s A-Team, Associates volunteer their time to support Care® program recognizes and rewards local kids who make a various youth-focused charities. Their participation is matched difference in their communities through volunteerism. In 2004, with corporate grants that are given directly to the charities. the program honored over 1,000 young volunteers with One special A-Team effort called “Operation: Connect Kids” scholarships, gift cards and donations. raised money to purchase prepaid satellite cell phone cards that allow children to connect with their parents serving in Our Kohl’s Cares for Kids® Fundraising Card program continues the military. to grow as more schools and nonprofit organizations recognize how easy it is to raise money with help from Kohl’s. Groups With Kohl’s in the community, children and families can purchase the gift cards at a discount, resell them at face value expect great support, great family-focused programs and and use the profits for items such as equipment, uniforms and great volunteers. 11
  • 14. Financial Summary FISCAL YEAR 2004 2003(a) 2002(a) 2001(a) 2000(a) 1999(a) SUMMARY OF OPERATIONS (In millions) $11,701 $10,282 $ 9,120 $ 7,489 $ 6,152 $ 4,557 Net sales 4,114 3,395 3,139 2,565 2,096 1,543 Gross margin 2,540 2,102 1,827 1,535 1,289 977 Selling, general & administrative expenses 49 47 41 33 36 33 Preopening expenses 288 239 193 159 128 89 Depreciation and amortization 1,237 1,007 1,078 838 643 444 Operating income 63 73 56 50 46 27 Interest expense, net 1,174 934 1,022 788 597 417 Income before income taxes 730 581 635 488 367 255 Net income DILUTED EARNINGS PER SHARE (b) $ 2.12 $ 1.69 $ 1.85 $ 1.43 $ 1.09 $ .76 FINANCIAL POSITION DATA (Dollars in millions) $2,187 $ 1,902 $ 1,776 $ 1,584 $ 1,199 $ 732 Working capital 3,988 3,316 2,734 2,196 1,725 1,352 Property and equipment, net 7,979 6,691 6,311 4,927 3,853 2,930 Total assets 1,103 1,076 1,059 1,095 803 495 Long-term debt 4,967 4,149 3,479 2,767 2,185 1,673 Shareholders’ equity 16.0% 15.2% 20.3% 19.7% 19.0% 18.1% Return on average shareholders’ equity OTHER DATA 0.3% (1.6)% 5.3% 6.8% 9.0% 7.9% Comparable store sales growth $ 255 $ 268 $ 284 $ 283 $ 281 $ 270 Net sales per selling square foot 637 542 457 382 320 259 Stores open at year end 49,201 41,447 34,507 28,576 23,610 18,757 Total square feet of selling space (In thousands) (a) Results for the 1999-2003 fiscal years have been restated to correct the Company’s method of accounting for leases. (b) Adjusted for stock split in 2000. NET SALES REPORT OF MANAGEMENT (In millions of dollars) * The management of Kohl’s Corporation is responsible for the integrity and objectivity of the GR CA $11,701 financial and operating information contained in this Annual Report, including the consolidated % 8 20. $10,282 financial statements covered by the Report of the Independent Registered Public Accounting $9,120 Firm. These statements were prepared in conformity with generally accepted accounting principles $7,489 and include amounts that are based on the best estimates and judgments of management. $6,152 The consolidated financial statements and related notes have been audited by Ernst & Young LLP, $4,557 independent registered public accounting firm, whose report is based on audits conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States). As part of its audit, the firm performed a review of the Company’s system of internal controls and conducted such tests and employed such procedures as considered necessary to render its opinion on the consolidated financial statements. The Company’s consolidated financial statements 99 00 01 02 03 04 including the Report of the Independent Registered Public Accounting Firm are included in the DILUTED EARNINGS Company’s Form 10-K for the year ended January 29, 2005. PER SHARE (a) (b) * GR CA The Audit Committee of the Board of Directors is composed of three independent Directors. The $2.12 6% 22. Committee is responsible for assisting the Board in its oversight of Kohl’s financial accounting and $1.85 reporting practices. The Audit Committee is directly responsible for the compensation, appointment $1.69 and oversight of the Company’s independent registered public accounting firm. The Audit $1.43 Committee meets periodically with the independent registered public accounting firm, as well as $1.09 with management, to review accounting, auditing, internal accounting control and financial $0.76 reporting matters. The independent registered public accounting firm has unrestricted access to the Audit Committee. 99 00 01 02 03 04 (a) 1999-2003 restated. Larry Montgomery Wesley S. McDonald 12 (b) Adjusted for stock split in 2000. Chairman and Chief Executive Officer Executive Vice President - Chief Financial Officer *Compounded annual growth rate.
  • 15. Corporate Information CORPORATE HEADQUARTERS ANNUAL MEETING Kohl’s Corporation The Kohl’s 2005 Annual Meeting of Shareholders will be held N56 W17000 Ridgewood Drive on Wednesday, April 27, 2005 at 10:00 a.m. at the Midwest Airlines Menomonee Falls, WI 53051-5660 Center, Milwaukee, Wisconsin. (262) 703-7000 INVESTOR INFORMATION/ Web site: www.kohls.com QUARTERLY REPORTS TRANSFER AGENT AND REGISTRAR For quarterly earnings reports and other investor information, The Bank of New York please visit our Web site at www.kohls.com or direct your inquiries Shareholder Relations Dept. 11-E to the company, Attention: Investor Relations. P.O. Box 11258 FORM 10-K Church Street Station Parts I-III of Kohl’s Annual Report on Form 10-K, as filed with the New York, New York 10286 Securities and Exchange Commission, are included with this report (800) 524-4458 for all shareholders. Web site: www.stockbny.com DIRECTORS EXECUTIVE OFFICERS JAY H. BAKER KEN BONNING Retired President, Kohl’s Corporation Executive Vice President - Logistics STEVEN A. BURD DONALD A. BRENNAN Chairman, President and Chief Executive Officer, Executive Vice President - General Merchandise Manager Safeway Inc. (b) (c) CHRIS CAPUANO WAYNE EMBRY Executive Vice President - General Merchandise Manager Senior Advisor to the General Manager of the Toronto Raptors (a) (c) PEGGY ESKENASI JAMES D. ERICSON Executive Vice President - Product Development Retired Chairman, President and Chief Executive Officer, TELVIN JEFFRIES Northwestern Mutual Life Insurance Company (b) (c) Executive Vice President - Human Resources JOHN F. HERMA JOHN J. LESKO Retired Chief Operating Officer, Kohl’s Corporation Executive Vice President - Administration WILLIAM S. KELLOGG KEVIN MANSELL Retired Chief Executive Officer, Kohl’s Corporation President KEVIN MANSELL WESLEY S. MCDONALD President, Kohl’s Corporation Executive Vice President - Chief Financial Officer ARLENE MEIER ARLENE MEIER Chief Operating Officer, Kohl’s Corporation Chief Operating Officer R. LAWRENCE MONTGOMERY R. LAWRENCE MONTGOMERY Chairman and Chief Executive Officer, Kohl’s Corporation Chairman and Chief Executive Officer FRANK V. SICA JON NORDEEN President, Quantum Industrial Holdings (b) (c) Executive Vice President - Planning and Allocation PETER M. SOMMERHAUSER RICHARD D. SCHEPP Shareholder in the law firm of Godfrey & Kahn, S.C. Executive Vice President - General Counsel and Secretary JUDITH SPRIESER GARY VASQUES Chief Executive Officer, Transora, Inc. (a) (c) Executive Vice President - Marketing R. ELTON WHITE Retired President, NCR Corporation (a) (c) (a) 2004 Audit Committee (b) 2004 Compensation and Stock Option Committee (c) 2004 Governance and Nominating Committee COMMON STOCK STOCK LISTING/SHAREHOLDERS PRICE RANGE Fiscal 2003 High Low Fiscal 2004 High Low Kohl’s common stock is listed on the New York Stock Exchange First Quarter $60.55 $46.18 First Quarter $54.10 $39.59 under the symbol KSS. Second Quarter 60.26 48.04 Second Quarter 48.83 40.10 As of March 2, 2005, there were 5,794 holders of record of Third Quarter 65.44 50.49 Third Quarter 52.86 43.70 Kohl’s common stock. Fourth Quarter 56.30 40.83 Fourth Quarter 53.24 45.40 FORWARD-LOOKING STATEMENTS Certain statements made within this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect management’s current views of future events and financial performance. These statements are subject to certain risks and uncertainties which could cause Kohl’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Exhibit 99.1 to Kohl’s annual report on Form 10-K and other factors as may periodically be described in Kohl’s filings with the SEC. 13
  • 16. KOHL'S CORPORATION N56 W17000 RIDGEWOOD DRIVE, MENOMONEE FALLS, WI 53051-5660 www.kohls.com